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THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,

Plaintiff,

v.

INBEV N.V./S.A.,

INBEV USA LLC,

and

ANHEUSER-BUSCH COMPANIES, INC.,

Defendants.

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Case: 1:08-cv-01965

Assigned To: Robertson, James

Assign. Date: 11/14/2008

Description: Antitrust

[PROPOSED] FINAL JUDGMENT

WHEREAS, Plaintiff, United States of America, filed its Complaint
on November 14, 2008, and the United States of America and defendants
InBev N.V./S.A., InBev USA LLC d/b/a Labatt USA, and Anheuser-Busch
Companies, Inc. (collectively, "Defendants"), by their respective attorneys,
have consented to the entry of this Final Judgment without trial or
adjudication of any issue of fact or law, and without this Final Judgment
constituting any evidence against or admission by any party regarding
any issue of fact or law;

AND WHEREAS, Defendants agree to be bound by the provisions of this
Final Judgment pending its approval by the Court;

AND WHEREAS, the essence of this Final Judgment is the prompt and
certain divestiture of certain rights or assets by the Defendants to
assure that competition is not substantially lessened;

AND WHEREAS, the United States requires Defendants to make certain
divestitures for the purpose of remedying the loss of competition alleged
in the Complaint;

AND WHEREAS, Defendants have represented to the United States that
the divestitures required herein can and will be made and that Defendants
will later raise no claim of hardship or difficulty as grounds for asking
the Court to modify any of the divestiture provisions contained below;

NOW THEREFORE, before any testimony is taken, without trial or adjudication
of any issue of fact or law, and upon consent of the parties, it is
ORDERED, ADJUDGED, AND DECREED:

I. Jurisdiction

This Court has jurisdiction over the subject matter of and each of
the parties to this action. The Complaint states a claim upon which
relief may be granted against Defendants under Section 7 of the Clayton
Act, as amended, 15 U.S.C. § 18.

II. Definitions

As used in this Final Judgment:

"Acquirer" means the entity or entities to whom Defendants divest
the Divestiture Assets.

"Advertising" means all existing advertising and promotional materials
owned or Licensed by LBCL, including without limitation all copyrights
therein, bearing the Licensed Marks for use in the marketing, sale,
and distribution of Labatt Brand Beer in the United States.

"Anheuser-Busch" means defendant Anheuser-Busch Companies, Inc.,
a Delaware corporation, with its headquarters in St. Louis, Missouri,
its successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships, and joint ventures, and their directors,
officers, managers, agents, and employees.

"Beer" means any fermented alcoholic beverage that (1) is composed
in part of water, a type of starch, yeast, and a flavoring and (2)
has undergone the process of brewing.

an exclusive, perpetual, assignable, transferable, and fully-paid-up
license that grants the Acquirer the right:

to brew Labatt Brand Beer in Canada and/or the United States
for sale for consumption in the United States;

to promote, market, distribute, and sell Labatt Brand Beer
for sale for consumption in the United States; and

to use all intellectual property rights associated with
the brewing, marketing, sale, and distribution of Labatt Brand
Beer for sale for consumption in the United States, including,
without limitation, the Trade Dress, the Advertising, the
Licensed Marks, the Recipes, and such molds and designs as
are used in the manufacturing process of bottles for the Labatt
Brand Beer;

all production know-how for Labatt Brand Beer, including, without
limitation, all Recipes and packaging, marketing, and distribution
know-how and documentation; and

all of the tangible and intangible assets of IUSA, including,
without limitation, (A) all real property (owned or leased), office
equipment, office furniture, fixtures, materials, supplies, and
other tangible property of IUSA; (B) all contracts and agreements
of IUSA except the Existing Import Agreement, including, without
limitation, wholesaler and distributor agreements into which InBev
or IUSA have entered for the sale or distribution of Labatt Brand
Beer within the United States, sponsorship agreements with sports
teams and other entities, agreements relating to the placement
of advertising, agreements with public relations firms, and agreements
with co-packers; (C) all existing inventories of Labatt Brand
Beer owned by IUSA; (D) all customer lists, customer accounts,
and credit records; (E) all licenses, permits, and authorizations
issued by any governmental organization relating to the marketing,
sales, and distribution of Labatt Brand Beer in the United States,
including, without limitation, brand registrations; and (F) copies
of all business, financial and operational books, records and
data, both current and historical, that relate to Labatt Brand
Beer sold and distributed in the United States; provided, however,
that, for books, records, or data that relate to Labatt Brand
Beer, but not solely to Labatt Brand Beer sold in the United States,
LBCL shall provide only the excerpts of those books, records,
or data that relate to the Labatt Brand Beer sold and distributed
in the United States;

provided, however, that the Acquirer shall have no right to
use, and shall not use, the term "InBev" or any derivative of
the term "InBev," and provided, further, that the Acquirer shall
have no rights to market or sell any brands of Beer owned by InBev
other than Labatt Brand Beer.

"InBev" means defendant InBev N.V./S.A., a public company organized
under the laws of Belgium, with its headquarters in Leuven, Belgium,
its successors and assigns, and its subsidiaries, divisions, groups,
affiliates, partnerships, joint ventures, and their respective directors,
officers, managers, agents, and employees.

"Labatt Brand Beer" means the following brands of Beer: Labatt Blue,
Labatt Blue Light, Labatt's 50, Labatt ICE, Labatt Double Blue, Labatt
Nordic, Labatt Select, Labatt Non-Alcoholic, Labatt Holiday, and Max
ICE, and any extensions of any one or more of such brands for use
in connection with brewing, distributing, promoting, marketing, or
selling Beer as may be developed from time to time by the Acquirer.

"LBCL" means Labatt Brewing Company Limited, a Canadian corporation
and wholly-owned, indirect subsidiary of Companhia de Bebidas das
Américas ­ AmBev, a Brazilian corporation and majority-owned
subsidiary of InBev.

"Licensed Marks" means all trademarks, service marks, or trade names
for the Labatt Brand Beer belonging or licensed to LBCL and/or its
subsidiaries, divisions, groups, affiliates, partnerships, and joint
ventures (whether registered or unregistered, or whether the subject
of a pending application) used to brew, distribute, market, and sell
Labatt Brand Beer in the United States.

"Recipes" means all LBCL's formulae, recipes, processes, and specifications
specified by LBCL for use in connection with the production and packaging
of Labatt Brand Beer in the United States, including, without limitation,
LBCL's yeast, brewing processes, equipment and material specifications,
trade and manufacturing secrets, know-how, and scientific and technical
information for the Labatt Brand Beer.

"Supply Agreement" means an agreement pursuant to which InBev shall
supply to the Acquirer Labatt Brand Beer in quantities and units and
at prices agreed to between InBev and the Acquirer subject to the
approval of the United States in its sole discretion.

"Trade Dress" means the print, style, color, labels, and other elements
of trade dress currently used by LBCL and/or its subsidiaries, divisions,
groups, affiliates, partnerships, and joint ventures in connection
with the marketing, sale, and distribution of Labatt Brand Beer in
the United States.

III. Applicability

This Final Judgment applies to the Defendants, as defined above,
and all other persons in active concert or participation with the
Defendants who receive actual notice of this Final Judgment by personal
service or otherwise.

If, prior to complying with Sections IV and V of this Final Judgment,
Defendants sell, license, or otherwise dispose of all or substantially
all of their assets or lesser business units that include the Divestiture
Assets, Defendants shall require the purchaser to be bound by the
provisions of this Final Judgment. Defendants need not obtain such
an agreement from the Acquirer of the assets divested pursuant to
this Final Judgment.

IV. Divestiture

Defendants are ordered and directed, within ninety (90) calendar
days after the filing of the Complaint in this matter, or five (5)
calendar days after notice of the entry of this Final Judgment by
the Court, whichever is later, to divest the Divestiture Assets in
a manner consistent with this Final Judgment to an Acquirer approved
by the United States in its sole discretion. The United States, in
its sole discretion, may agree to one or more extensions of this time-period,
such extensions not to exceed ninety (90) calendar days in total,
and shall notify the Court in such circumstances. Defendants agree
to use their best efforts to divest the Divestiture Assets as expeditiously
as possible.

In accomplishing the divestiture ordered by this Final Judgment,
Defendants promptly shall make known, by usual and customary means,
the availability of the Divestiture Assets. Defendants shall inform
any person making inquiry regarding a possible purchase of the Divestiture
Assets that they are being divested pursuant to this Final Judgment
and provide that person with a copy of this Final Judgment. Defendants
shall offer to furnish to all prospective Acquirers, subject to customary
confidentiality assurances, all information and documents relating
to the Divestiture Assets customarily provided in a due diligence
process except such information or documents subject to the attorney-client
privilege or work-product doctrine. Defendants shall make available
such information to the United States at the same time that such information
is made available to any other person.

Defendants shall not take any action that will impede in any way
the permitting, operation, or divestiture of the Divestiture Assets.

Defendants shall warrant to the Acquirer that each asset will be
operational on the date of sale.

Defendants shall not manufacture, market, distribute, introduce,
or sell in the United States any Beer under any brand name or trade
name that contains the word "Labatt" after the date of the execution
of the divestiture agreement with the Acquirer, except (i) pursuant
to the terms of the Supply Agreement, and (ii) as necessary to satisfy
a legal requirement to identify the brewer for and origin of other
brands of beer brewed by LBCL and sold in the United States where
the corporate identity of the brewer includes the word "Labatt"; provided,
however, that Defendants shall not be in violation of this consent
decree if an independent party ships Labatt Brand Beer from Canada
to the United States without Defendants' permission or knowledge.

Defendants shall provide the Acquirer and the United States information
relating to IUSA's personnel involved in the management, operations,
or sales activities in the United States relating to the Divestiture
Assets to enable the Acquirer to make offers of employment. Defendants
will not interfere with any efforts by the Acquirer to employ any
personnel employed by IUSA having management, operations, or sales
responsibilities relating to the Divestiture Assets.

Unless the United States otherwise consents in writing, Defendants
shall permit prospective Acquirers of the Divestiture Assets to have
reasonable access to personnel and to make reasonable inspections
of the physical facilities; access to any and all environmental, zoning,
and other permit documents and information; and access to any and
all financial, operational, or other documents and information customarily
provided as part of a due diligence process.

Notwithstanding anything to the contrary in this Final Judgment,
at the option of the Acquirer, Defendants shall enter into a transition
services agreement for a limited period with respect to information
technology support, information technology licensing, computer operations,
data processing, logistics support, and such other services as are
reasonably necessary to operate the Divestiture Assets, with the scope,
terms, and conditions of such agreement being subject to the approval
of the United States in its sole discretion. Such an agreement may
not exceed twelve (12) months from the date of divestiture.

Unless the United States otherwise consents in writing, the divestiture
pursuant to Section IV, or by trustee appointed pursuant to Section
V, of this Final Judgment, shall include the entire Divestiture Assets
and shall be accomplished in such a way as to satisfy the United States,
in its sole discretion, that the Divestiture Assets can and will be
used by the Acquirer as part of a viable, ongoing business engaged
in the sale of Beer; provided that it is demonstrated to the sole
satisfaction of the United States that the Divestiture Assets will
remain viable and the divestiture of such assets will remedy the competitive
harm alleged in the Complaint. The divestiture, whether pursuant to
Section IV or Section V of this Final Judgment,

shall be made to an Acquirer that, in the United States's sole
judgment, has the intent and capability (including the necessary
managerial, operational, technical, and financial capability)
of competing effectively in the sale of Beer; and

shall be accomplished so as to satisfy the United States, in
its sole discretion, that none of the terms of any agreement between
the Acquirer and Defendants give Defendants the ability unreasonably
to raise the Acquirer's costs, to lower the Acquirer's efficiency,
or otherwise to interfere in the ability of the Acquirer to compete
effectively.

As part of a divestiture, and at the option of the Acquirer, Defendants
shall negotiate and consummate a Supply Agreement to supply Labatt
Brand Beer in quantities and units and at prices agreed to between
InBev and the Acquirer with the approval of the United States. The
Supply Agreement shall be no more than three (3) years in length.
The terms and conditions of any such Supply Agreement shall be subject
to the approval of the United States in its sole discretion. During
the term of the Supply Agreement, Defendants shall establish, implement,
and maintain procedures and take such other steps that are reasonably
necessary to prevent the disclosure of the quantities and units of
Labatt Brand Beer ordered or purchased from the Defendants by the
Acquirer, the prices paid by the Acquirer, and any other competitively
sensitive information regarding the Defendants' or the Acquirer's
performance under the Supply Agreement, to any employee of the Defendants
that has direct responsibilities for marketing, distributing, or selling
Beer in competition with the Acquirer in the United States.

V. Appointment of Trustee

If Defendants have not divested the Divestiture Assets within the
time period specified in Section IV(A), Defendants shall notify the
United States of that fact in writing. Upon application of the United
States, the Court shall appoint a trustee selected by the United States
and approved by the Court to effect the divestiture of the Divestiture
Assets.

After the appointment of a trustee becomes effective, only the trustee
shall have the right to sell the Divestiture Assets. The trustee shall
have the power and authority to accomplish the divestiture to an Acquirer
acceptable to the United States at such price and on such terms as
are then obtainable upon reasonable effort by the trustee, subject
to the provisions of Sections IV, V, and VI of this Final Judgment,
and shall have such other powers as this Court deems appropriate.
Subject to Section V(D) of this Final Judgment, the trustee may hire
at the cost and expense of Defendants any investment bankers, attorneys,
or other agents, who shall be solely accountable to the trustee, reasonably
necessary in the trustee's judgment to assist in the divestiture.

Defendants shall not object to a sale by the trustee on any ground
other than the trustee's malfeasance. Any such objection by Defendants
must be conveyed in writing to the United States and the trustee within
ten (10) calendar days after the trustee has provided the notice required
under Section VI.

The trustee shall serve at the cost and expense of Defendants,
on such terms and conditions as the United States approves, and shall
account for all monies derived from the sale of the assets sold by
the trustee and all costs and expenses so incurred. After approval
by the Court of the trustee's accounting, including fees for its services
and those of any professionals and agents retained by the trustee,
all remaining money shall be paid to Defendants and the trust shall
then be terminated. The compensation of the trustee and any professionals
and agents retained by the trustee shall be reasonable in light of
the value of the Divestiture Assets and based on a fee arrangement
providing the trustee with an incentive based on the price and terms
of the divestiture and the speed with which it is accomplished, but
timeliness is paramount.

Defendants shall use their best efforts to assist the trustee in
accomplishing the required divestiture. The trustee and any consultants,
accountants, attorneys, and other persons retained by the trustee
shall have full and complete access to the personnel, books, records,
and facilities of the business to be divested, and Defendants shall
develop financial and other information relevant to such business
as the trustee may reasonably request, subject to reasonable protection
for trade secrets or other confidential research, development, or
commercial information. Defendants shall take no action to interfere
with or to impede the trustee's accomplishment of the divestiture.

After its appointment, the trustee shall file monthly reports with
the United States and the Court setting forth the trustee's efforts
to accomplish the divestiture ordered under this Final Judgment. To
the extent such reports contain information that the trustee deems
confidential, such reports shall not be filed in the public docket
of the Court. Such reports shall include the name, address, and telephone
number of each person who, during the preceding month, made an offer
to acquire, expressed an interest in acquiring, entered into negotiations
to acquire, or was contacted or made an inquiry about acquiring any
interest in the Divestiture Assets, and shall describe in detail each
contact with any such person. The trustee shall maintain full records
of all efforts made to divest the Divestiture Assets.

If the trustee has not accomplished the divestiture ordered under
this Final Judgment within six (6) months after its appointment, the
trustee shall promptly file with the Court a report setting forth
(1) the trustee's efforts to accomplish the required divestiture;
(2) the reasons, in the trustee's judgment, why the required divestiture
has not been accomplished; and (3) the trustee's recommendations.
To the extent such reports contain information that the trustee deems
confidential, such reports shall not be filed in the public docket
of the Court. The trustee shall at the same time furnish such report
to the United States, which shall have the right to make additional
recommendations consistent with the purpose of the trust. The Court
thereafter shall enter such orders as it shall deem appropriate to
carry out the purpose of this Final Judgment, which may, if necessary,
include extending the trust and the term of the trustee's appointment
by a period requested by the United States.

VI. Notice of Proposed Divestiture

Within two (2) business days following execution of a definitive
divestiture agreement, Defendants or the trustee, whichever is then
responsible for effecting the divestiture required herein, shall notify
the United States of any proposed divestiture required by Section
IV or V of this Final Judgment. If the trustee is responsible, it
shall similarly notify Defendants. The notice shall set forth the
details of the proposed divestiture and list the name, address, and
telephone number of each person not previously identified who offered
or expressed an interest in or desire to acquire any ownership interest
in the Divestiture Assets, together with full details of the same.

Within fifteen (15) calendar days of receipt by the United States
of such notice, the United States may request from Defendants, the
proposed Acquirer, any other third party, or the trustee, if applicable,
additional information concerning the proposed divestiture, the proposed
Acquirer, and any other potential Acquirer. Defendants and the trustee
shall furnish any additional information requested within fifteen
(15) calendar days of the receipt of the request, unless the parties
shall otherwise agree.

Within thirty (30) calendar days after receipt of the notice, or
within twenty (20) calendar days after the United States has been
provided the additional information requested from Defendants, the
proposed Acquirer, any third party, and the trustee, whichever is
later, the United States shall provide written notice to Defendants
and the trustee, if there is one, stating whether or not it objects
to the proposed divestiture. If the United States provides written
notice that it does not object, the divestiture may be consummated,
subject only to Defendants' limited right to object to the sale under
Section V(C) of this Final Judgment. Absent written notice that the
United States does not object to the proposed Acquirer or upon objection
by the United States, a divestiture proposed under Section IV or Section
V shall not be consummated. Upon objection by Defendants under Section
V(C), a divestiture proposed under Section V shall not be consummated
unless approved by the Court.

VII. Financing

Defendants shall not finance all or any part of any purchase made
pursuant to Section IV or V of this Final Judgment.

VIII. Hold Separate

Until the divestiture required by this Final Judgment has been accomplished,
Defendants shall take all steps necessary to comply with the Hold Separate
Stipulation and Order entered by this Court. Defendants shall take no
action that would jeopardize the divestiture ordered by this Court.

IX. Affidavits

Within twenty (20) calendar days of the filing of the Complaint
in this matter, and every thirty (30) calendar days thereafter until
the divestiture has been completed under Section IV or V, Defendants
shall deliver to the United States an affidavit as to the fact and
manner of its compliance with Section IV or V of this Final Judgment.
Each such affidavit shall include the name, address, and telephone
number of each person who, during the preceding thirty (30) calendar
days, made an offer to acquire, expressed an interest in acquiring,
entered into negotiations to acquire, or was contacted or made an
inquiry about acquiring, any interest in the Divestiture Assets, and
shall describe in detail each contact with any such person during
that period. Each such affidavit shall also include a description
of the efforts Defendants have taken to solicit buyers for the Divestiture
Assets, and to provide required information to a prospective Acquirer,
including the limitations, if any, on such information. Assuming the
information set forth in the affidavit is true and complete, any objection
by the United States to information provided by Defendants, including
limitation on information, shall be made within fourteen (14) calendar
days of receipt of such affidavit.

Within twenty (20) calendar days of the filing of the Complaint
in this matter, Defendants shall deliver to the United States an affidavit
that describes in reasonable detail all actions Defendants have taken
and all steps Defendants have implemented on an ongoing basis to comply
with Section VIII of this Final Judgment. Defendants shall deliver
to the United States an affidavit describing any changes to the efforts
and actions outlined in Defendants' earlier affidavits filed pursuant
to this section within fifteen (15) calendar days after the change
is implemented.

Defendants shall keep all records of all efforts made to preserve
and divest the Divestiture Assets until one year after such divestiture
has been completed.

X. Compliance Inspection

For the purposes of determining or securing compliance with this
Final Judgment, or of determining whether this Final Judgment should
be modified or vacated, and subject to any legally recognized privilege,
from time to time authorized representatives of the United States
Department of Justice Antitrust Division ("DOJ"), including consultants
and other persons retained by the United States, shall, upon written
request of an authorized representative of the Assistant Attorney
General in charge of the Antitrust Division, and on reasonable notice
to Defendants, be permitted:

access during Defendants' office hours to inspect and copy,
or at the option of the United States, to require Defendants to
provide hard copy or electronic copies of, all books, ledgers,
accounts, records, data, and documents in the possession, custody,
or control of Defendants, relating to any matters contained in
this Final Judgment; and

to interview, either informally or on the record, Defendants'
officers, employees, or agents, who may have their individual
counsel present, regarding such matters. The interviews shall
be subject to the reasonable convenience of the interviewee and
without restraint or interference by Defendants.

Upon the written request of an authorized representative of the
Assistant Attorney General in charge of the Antitrust Division, Defendants
shall submit written reports or respond to written interrogatories,
under oath if requested, relating to any of the matters contained
in this Final Judgment as may be requested.

No information or documents obtained by the means provided in this
section shall be divulged by the United States to any person other
than an authorized representative of the executive branch of the United
States, except in the course of legal proceedings to which the United
States is a party (including grand jury proceedings), or for the purpose
of securing compliance with this Final Judgment, or as otherwise required
by law.

If, at the time information or documents are furnished by Defendants
to the United States, Defendants represent and identify in writing
the material in any such information or documents to which a claim
of protection may be asserted under Rule 26(c)(1)(G) of the Federal
Rules of Civil Procedure, and Defendants mark each pertinent page
of such material, "Subject to claim of protection under Rule 26(c)(1)(G)
of the Federal Rules of Civil Procedure," then the United States shall
give Defendants ten (10) calendar days' notice prior to divulging
such material in any legal proceeding (other than a grand jury proceeding).

XI. No Reacquisition

Defendants may not reacquire any part of the Divestiture Assets during
the term of this Final Judgment.

XII. Retention of Jurisdiction

This Court retains jurisdiction to enable any party to this Final
Judgment to apply to this Court at any time for further orders and directions
as may be necessary or appropriate to carry out or construe this Final
Judgment, to modify any of its provisions, to enforce compliance, and
to punish violations of its provisions.

XIII. Expiration of Final Judgment

Unless this Court grants an extension, this Final Judgment shall expire
ten (10) years from the date of its entry.

XIV. Public Interest Determination

Entry of this Final Judgment is in the public interest. The parties
have complied with the requirements of the Antitrust Procedures and
Penalties Act, 15 U.S.C. § 16, including making copies available
to the public of this Final Judgment, the Competitive Impact Statement,
and any comments thereon and the United States's responses to comments.
Based upon the record before the Court, which includes the Competitive
Impact Statement and any comments and responses to comments filed with
the Court, entry of this Final Judgment is in the public interest.